CUSIP No. 40412C101
Item 3.
Not applicable.
(a) Amount beneficially owned:
Hercules Holding II
(Hercules) held 68,912,077 Shares as of December 31, 2023, or 25.7%, of the common stock of the Issuer based on 267,660,800 shares of voting common stock outstanding as of October 23, 2023 as reported in HCA Healthcare,
Inc.s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on October 26, 2023. The units of Hercules are held by a private investor group, including affiliates of
Dr. Thomas F. Frist, Jr. the founder of the Issuer, all of whom are parties to the partnership agreement of Hercules.
Each member of the
investment group and its affiliates may be deemed to be a member of a group exercising voting and investment control over the Shares held by Hercules. However, each such person disclaims membership in any such group and disclaims beneficial
ownership of such Shares. Affiliates of Dr. Thomas F. Frist, Jr. collectively have the right under the stockholders agreement of the Issuer, dated as of March 9, 2011, to nominate up to two directors of the Issuer.
Dr. Frist directly owns 478,955 shares of the Issuer. Dr. Frist directly owns 540,330.665582 units of Hercules and therefore may be deemed to own
indirectly the same number of shares of common stock of the Issuer. Dr. Frist is the trustee of the Thomas F. Frist GST Tax Exempt Trust and may be deemed to be the beneficial owner of the 72,589.0649 units of Hercules held by such trust and
therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Dr. Frist may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer beneficially owned by
Frisco, Inc. by virtue of his position as a director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer.
Thomas F. Frist III holds vested restricted share units payable in 10,817 shares of the Issuer which will be delivered to Mr. Frist on the date he
ceases to be a member of the Board of Directors of the Issuer. Mr. Frist III directly owns 3,590,019.444022 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mr. Frist
III may be deemed to have indirect beneficial ownership in respect of 9,496.54 units of Hercules, through an indirect pecuniary interest in such units held by his spouse, and therefore may be deemed to own indirectly the same number of shares of
common stock of the Issuer. Mr. Frist III may be deemed the beneficial owner of the aggregate 28,489.62 units of Hercules held by certain trusts for the benefit of his children, each of which his sister serves as trustee, and therefore may be
deemed to own indirectly the same number of shares of common stock of the Issuer. In addition, Mr. Frists spouse is the trustee of (i) the Thomas F. Frist III 2007 Family Trust and (ii) certain trusts for the benefit of his
children, and Mr. Frist may therefore be deemed to be the beneficial owner of the (i) 1,033,528.4872 and (ii) 2,348,330.3574, respectively, units of Hercules held by these trusts and therefore may be deemed to own indirectly the same
number of shares of common stock of the Issuer. Mr. Frist III may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer beneficially owned by Frisco, Inc. by virtue of his position as a
director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer.
William R. Frist holds vested restricted share units payable in 9,839 shares of the Issuer which will be delivered to Mr. Frist on the date he ceases to
be a member of the Board of Directors of the Issuer. Mr. Frist directly owns 56 shares of the Issuer. Mr. Frist directly owns 941,764.950024 units of Hercules and therefore may be deemed to own indirectly the same number of shares of
common stock of the Issuer. Mr. Frist may also be deemed to have indirect beneficial ownership in respect of 1,416 shares of the Issuer and 9,020.54 units of Hercules, through an indirect pecuniary interest in such shares and units held by his
children and his spouse. In addition, Mr. Frist may be deemed the beneficial owner of the 60,678 shares of the Issuer and the 1,147,828.7937 units of Hercules held by the William R. Frist Family Partnership, of which his spouse serves as
trustee, the 12,623 shares of the Issuer and the 135,889.7145 units of Hercules held by WRF 2015 II LLC, of which he is an officer and a managing member, and the 328,229 shares of the Issuer and the 6,744,598.319099 units of Hercules held by The
William R. Frist 2010 Family Trust, of which he serves as trustee. Mr. Frist may also be deemed to be the beneficial owner of the aggregate 2,712 shares of the Issuer and 3,980,285.6921 units of Hercules held by nine trusts for the benefit of
his children, each of which his spouse serves as trustee, and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. In addition, Mr. Frist may be deemed the beneficial owner of the
(i) 1,225,739.6894 and (ii) 200,644.4012 units of Hercules held by (i) WRF 2015, LLC and (ii) WRF 2015 IV, LLC, respectively, each of which he is an officer and a managing member, and therefore may be deemed to own indirectly the
same number of shares of common stock of the Issuer. Mr. Frist may also be deemed to share voting and dispositive power with respect to 36,629,163.8593 shares of the Issuer beneficially owned by Frisco, Inc. by virtue of his position as a
director of Frisco, Inc. Frisco, Inc. has beneficial ownership of 36,629,163.8593 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer.
Patricia F. Elcan directly owns 41,052 shares of the Issuer and 776,573.9641 units of Hercules jointly with her spouse. Mrs. Elcan directly owns
649,138.135555 units of Hercules and therefore may be deemed to own indirectly the same number of shares of common stock of the Issuer. Mrs. Elcan may also be deemed to have indirect beneficial ownership in respect of 5,031 shares of the Issuer
and 84,306.0149 units of Hercules, through an indirect pecuniary interest in such shares and units held by her spouse. Mrs. Elcans spouse is the trustee of The Patricia Frist Elcan 2011 Family Trust, and